6-K
Zeta Network Group (ZNB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2025
Commission file number: 333-226308
ZETA NETWORKGROUP
80 Broad Street, 5th FloorNew York, NY 10005Tel: +1 (929) 317-2699
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBITS
1
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 7, 2025
| ZETA NETWORK GROUP | |
|---|---|
| By: | /s/ Samantha Huang |
| Name: | Samantha Huang |
| Title: | Chief Executive Officer |
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Exhibit 99.1
Zeta Network Group Enters Strategic Partnershipwith SOLV Foundation to Advance Bitcoin-Centric Finance
New York, NY – October 7, 2025 – Zeta Network Group (Nasdaq: ZNB) (the “Company”) today announced it has entered into a Strategic Partnership Agreement (the “Agreement”) with SOLV Foundation (“SOLV”), a multi-chain Bitcoin liquid staking and institutional-grade structured finance platform with $2.5 billion in TVL, powering SolvBTC across Binance, Base and Solana. The partnership underscores the Company’s ambition to establish itself as a Nasdaq-listed leader in Bitcoin-centric digital asset finance.
Key Highlights of the Agreement
| ● | Bitcoin<br>Treasury Strategy. The Company will leverage SOLV’s platform to maximize the efficiency of its Bitcoin holdings. Bitcoin assets<br>held by the Company or its subsidiaries will be deposited on SOLV’s platform under the custody of a regulated third-party custodian<br>approved by the Company, ensuring transparency security and institutional-grade auditability. |
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| ● | Joint<br>Steering Committee. Senior representatives from the Company and SOLV will form a steering committee which will spearhead transformative<br>initiatives to redefine Bitcoin-centric decentralized finance. The committee will drive SolvBTC’s adoption across Solana, Base<br>and Ton, fostering market expansion and pioneering innovative finance models like tokenized real-world assets and structured yield products. |
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| ● | Research<br>& Innovation. The partnership includes plans for joint white papers, market insights and research initiatives on corporate Bitcoin<br>utilization, staking strategies, structured finance products and real-world asset tokenization. |
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The Agreement reflects a shared vision of positioning the Company as a Bitcoin-centric finance company that combines its Bitcoin treasury with innovative digital asset strategies. By leveraging SOLV’s expertise in Bitcoin liquidity aggregation and staking, the Company seeks to provide shareholders with institutional-grade exposure to Bitcoin while delivering enhanced capital efficiency within a regulated framework. Both parties affirmed that the collaboration will be guided by transparency, governance and compliance with SEC and Nasdaq requirements.
Samantha Huang, CEO of the Company, commented, “This partnership marks a transformative step for the Company, strengthening our Bitcoin treasury strategy and aligning us with one of the most advanced platforms in the Bitcoin liquidity and staking ecosystem.”
Ryan Chow, CEO of SOLV, stated, “Our partnership with the Company catapults SOLV onto the international stage as an institutional gateway to on-chain finance. With our $2.5 billion TVL platform powering SolvBTC across multiple chains, we are revolutionizing Bitcoin management with optimized yields and Shariah-compliant transparency in cross-chain liquidity. This collaboration addresses traditional exchange concerns on compliance and market depth, paving the way for global institutions to seamlessly embrace digital asset finance.”
Forward-Looking Statements
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantee of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s future business development; changes in technology; economic conditions; reputation and brand; the impact of competition and pricing; government regulations; the ability of Zeta Network Group to meet NASDAQ listing standards in connection with the consummation of the transaction contemplated therein; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission by Zeta Network Group. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date hereof unless required by applicable laws, regulations or rules.
Contact
Zeta Network Group Investor Relations
80 Broad Street, 5th Floor
New York, NY 10005
Office: (929) 317-2699
Email: ir@colorstaradd.com
Exhibit 99.2
Strategic Partnership Agreement
This Strategic Partnership Agreement (the “Agreement”) is entered into on October 3, 2025 (the “Effective Date”) by and between:
| ● | Zeta Network Group, a company incorporated under the laws of Cayman Islands and whose securities are listed on the Nasdaq Stock Market, with its principal executive office at 80 Broad Street, 5th Floor, New York, NY 10005 (“Listco”); and |
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| ● | SOLV Foundation, a multi-chain Bitcoin liquid staking and structured finance platform, incorporated under the laws of Cayman Islands, with its principal office at Quality Corporate Services Ltd., Suite 102, Cannon Place, P.O. Box 712, North Sound Rd., George Town, Grand Cayman, KY1-9006 Cayman Islands (“SOLV”). |
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Listco and SOLV are hereinafter collectively referred to as the “Parties” and each individually as a “Party.”
| 1. | Background and Strategic Intent |
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| 1.1. | Listco recognizes the growing importance of digital assets, blockchain infrastructure, and tokenized finance<br>in the evolution of global capital markets. |
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| 1.2. | SOLV has developed expertise, technology, and an ecosystem focused on Bitcoin Liquidity Aggregation and<br>Bitcoin Liquid Staking Solutions. The ecosystem is supported by its core asset, SolvBTC, a BTC wrapper, and its native SOLV token, which<br>supports the ecosystem’s efficient operation. |
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| 1.3. | The Parties share a vision of establishing Listco as a Nasdaq-listed digital asset finance company, underpinned<br>by its Bitcoin holdings and complemented by collaboration in business development, technology, and investor engagement. |
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| 1.4. | Accordingly, this Agreement sets forth the Parties’ partnership framework with the following objectives: |
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| ● | To position Listco as a Nasdaq-listed Bitcoin-centric finance company, focusing on maximizing the utility<br>of its core BTC holdings and complemented by digital asset innovation; |
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| ● | To provide shareholders with institutional-grade exposure to Bitcoin while delivering enhanced capital<br>efficiency through a regulated and transparent framework; |
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| ● | To leverage SOLV’s proven expertise in Bitcoin Liquidity<br>Aggregation and its track record in servicing institutional clients to support Listco’s evolution into a leading digital finance<br>company; |
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| ● | To jointly explore opportunities in emerging areas of blockchain-based financial services. |
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| 2. | Strategic Asset Utilization on Solv Platform |
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| 2.1. | Strategic Utilization on Solv Platform.<br>Listco shall strategically utilize the SOLV’s platform to maximize the utility of its Bitcoin holdings by depositing Bitcoin held<br>by it or its subsidiaries onto the SOLV’s platform. |
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| 2.2. | Custody, Control and Transparency. SOLV,<br>in its capacity as the platform provider, hereby covenants and guarantees the following to Listco: |
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| 2.2.1. | SOLV shall ensure that the underlying Bitcoin supporting Listco’s assets is transferred to a regulated<br>third-party custodian selected or approved by Listco, operating under Listco’s direct control, thereby guaranteeing institutional-grade<br>security, transparency, and auditability. |
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| 2.2.2. | SOLV guarantees that all utility functions and services provided by the SOLV’s platform will be<br>subject to reasonable and fair application for all users, including Listco. |
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| 3. | Strategic Partnership and Cooperation |
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| 3.1. | Joint Steering Committee. The Parties<br>shall establish a joint steering committee composed of senior representatives from each Party to coordinate partnership activities, explore<br>opportunities, and monitor progress. |
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| 3.2. | Market Development and Branding. |
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| ● | The Parties shall collaborate on branding, positioning, and investor communications, highlighting Listco’s<br>pioneering role in Bitcoin Capital Efficiency and digital finance infrastructure. |
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| ● | Joint initiatives may include public announcements, investor roadshows, analyst briefings, and co-branded<br>publications. |
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| 3.2.1 | The Parties shall collaborate on branding, positioning, and investor communications, highlighting Listco’s<br>pioneering role in Bitcoin Capital Efficiency and digital finance infrastructure. |
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| 3.2.2 | All joint initiatives (including public announcements, investor roadshows, analyst briefings, and co-branded<br>publications) must be strictly subjected to the prior written approval of both Parties' Marketing and Legal teams. Each Party reserves<br>the right to veto any material if it does not strictly align with its internal regulatory compliance standards. For the avoidance of doubt,<br>the joint initiatives described in Section 3.2.2 shall not be construed to include any obligation to make a regulatory disclosure pursuant<br>to Section 6.3. |
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| 3.4. | Research and Thought Leadership. The Parties shall jointly develop and publish white papers,<br> research, and market insights on corporate Bitcoin utilization strategies, Bitcoin staking,<br> structured finance products, and tokenization of real-world assets. |
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| 3.5. | Technology and Knowledge Sharing.<br>SOLV shall provide technical expertise, ecosystem data, and advisory support to assist Listco in building out its digital asset-related<br>initiatives. |
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| 4. | Future Cooperation (Exploratory) |
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| 4.1. | The Parties agree, in good faith, to explore future collaboration in areas including but not limited to: |
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| ● | Expansion of Listco’s digital asset treasury; |
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| ● | Deployment of Bitcoin liquid staking solutions for institutions; |
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| ● | Design of structured finance and tokenized investment products; |
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| ● | Launch of digital asset wealth management services; |
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| ● | Building multi-chain infrastructure and real-world asset tokenization initiatives. |
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| 4.2. | The Parties agree that any such initiatives are exploratory in nature and shall only proceed pursuant to separately negotiated and<br>executed definitive agreements. |
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| 5. | Partnership Principles |
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The Parties agree that their cooperation will be guided by the following principles:
| ● | Strategic Positioning: Present the relationship as a strategic<br>partnership supporting long-term business transformation. |
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| ● | Transparency and Governance: Ensure all activities comply with<br>SEC, Nasdaq, and applicable jurisdictional requirements. |
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| ● | DualValue Proposition: The purpose of the cooperation is to enable Listco to provide (i) institutional-grade exposure to Bitcoin<br>and (ii) an infrastructure for maximizing capital efficiency and the potential for broader participation in digital asset financial services. |
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| ● | Flexibility: Preserve optionality for future collaboration<br>without creating binding obligations beyond this Agreement. |
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| 6. | Safeguards and Risk Management |
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| 6.1. | Custody Standards. All acquired digital assets shall be held<br>in custodian accounts controlled by Listco. |
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| 6.2. | Termination. |
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| ● | If terminated, Listco has the right to request SOLV to return all the deposited Bitcoin and the related proceeds with no further obligations. |
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| 6.3. | Regulatory Disclosures. The Parties shall ensure all communications<br> and disclosures comply with applicable SEC and Nasdaq rules. |
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| 7. | Confidentiality and Announcements |
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| 7.1. | Each Party shall maintain confidentiality of all non-public information disclosed by the other Party in connection with this Agreement. |
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| 7.2. | Public announcements regarding this Agreement shall be jointly prepared and approved by the duly authorized director(s) designated<br>by the respective Parties, and shall emphasize: |
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| ● | Listco’s establishment of a strategic Bitcoin-centric treasury strategy; |
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| ● | The strategic partnership between Listco and SOLV; |
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| ● | The shared ambition to explore further opportunities in digital asset finance. |
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| 7.3. | Subject to Sections 5 and 6.3 and notwithstanding Section 7.2, each Party shall remain obligated to make<br>any disclosure required under applicable laws or regulations (including, without limitation, the U.S. Securities Act of 1933, as amended,<br>and the Nasdaq Listing Rules) without obtaining the prior consent of the other Party. |
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| 8. | Legal Framework |
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| 8.1. | Governing Law. This Agreement shall<br>be governed by, and construed in accordance with, the laws of Singapore. |
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| 8.2. | BindingNature. Sections 2 (Strategic Asset Utilization on Solv Platform), 3.1–3.2 (Strategic Partnership and Cooperation),<br>5 (Partnership Principles), 6 (Safeguards and Risk Management),7 (Confidentiality and Announcements), and 8 (Legal Framework) are binding.<br>All other provisions reflect current intentions and are non-binding. |
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| 8.3. | Entire Agreement. This Agreement constitutes the entire understanding<br>between the Parties in respect of the subject matter hereof. |
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3
IN WITNESS WHEREOF, the Parties have executed this Strategic Partnership Agreement as of the Effective Date.
Agreed and Accepted:
| Authorized Signatory | |
|---|---|
| Zeta Network Group | SOLV Foundation (SOLV) |
| /s/ Samantha Huang | /s/ Ryan Chow |
| Samantha Huang | Ryan Chow |
| Chief Executive Officer | Chief Executive Officer |
| October 3, 2025 | October 3, 2025 |
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